THIS CREDIT AGREEMENT, dated as of December 31, 1997, is by and between RIMAGE
CORPORATION, a Minnesota corporation ("Rimage"), A/G SYSTEMS, INC., d/b/a DUPLICATION
TECHNOLOGY ("Duplication Technology") (Rimage and Duplication Technology are sometimes individually,
the "Borrower" and collectively, the "Borrowers"), and FIRST BANK NATIONAL ASSOCIATION, a
national banking association (the "Lender").
WHEREAS, the Lender and Rimage previously entered into that certain Second Amended and Restated Credit
Agreement and Amendment to Term Note, dated as of March 31, 1997, as amended (as so amended, the "Prior
Credit Agreement"); and
WHEREAS, pursuant to a Security Agreement dated as of March 18, 1994 Duplication Technology has granted
to the Lender a security interest in its assets to secure the obligations of Rimage to the Lender; and
WHEREAS, Rimage and Duplication Technology have requested that the Lender amend certain provisions of the
Prior Credit Agreement and the Lender is willing to do so, upon the terms and subject to the conditions of this
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the
parties agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
Section 1.1 Defined Terms. As used in this Agreement the following terms shall have the following respective
"Advance": As defined in the Supplement.
"Borrowing Base": As defined in Section 2.5.
"Borrowing Base Certificate": As defined in Section 2.5.
"Business Day": Any day (other than a Saturday, Sunday or legal holiday in the State of Minnesota) on which
national banks are permitted to be open for business in Minneapolis, Minnesota.
"Closing Date": December 31, 1997.
"Commitments": The Revolving Commitment and the Term Loan Commitment.
"Default": Any event which, with the giving of notice (whether such notice is required under Section 7.1, or under
some other provision of this Agreement, or otherwise) or